8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549



                                    Form 8-K



                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) August 11, 2004




                         WESTERN POWER & EQUIPMENT CORP.
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             (Exact name of registrant as specified in its charter)




         DELAWARE                  0-26230                   91-1688446
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(State or other jurisdiction     (Commission              (IRS Employer of
     incorporation)              File Number)            Identification No.)




                  6407-B N.E. 117th Avenue, Vancouver, WA 98662
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               (Address of principal executive offices) (Zip Code)




         Registrant's telephone number, including area code 360-253-2346
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         (Former name or former address, if changed since last report.)





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ITEM 12.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

            In a press release dated August 11, 2004, the Registrant announced
            that it expected results of its fiscal year ended July 31, 2004 to
            be substantially higher than its prior year results. The Registrant
            announced that it expected year over year revenues to show an
            increase in the range of 12% to 13% and year over year net income to
            show an increase of at least 80% over the prior year's net income of
            $412,000. The Registrant's actual results for its fiscal year ended
            July 31, 2004 may differ from these estimates due to unforeseen
            costs, corrections, and potential audit adjustments, as well as
            other factors.




Exhibits.

            (99) Press Release dated August 11, 2004.
















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                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          Western Power & Equipment Corp.


Date: August 11, 2004                     By: /s/ Mark J. Wrigh
                                              ---------------------------------
                                              Mark J. Wright, Vice President of
                                              Finance & Chief Financial Officer






























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EX-99.1

                                                                    EXHIBIT 99.1
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FOR IMMEDIATE RELEASE . . . AUGUST 11, 2004
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For More Information, Contact:

Mark J. Wright                                              Dolores Chenoweth
Vice President & Chief Financial Officer                    in.ves'com
Western Power & Equipment Corp.                             (503) 469-0338
(360) 253-2346





                       WESTERN POWER & EQUIPMENT ANNOUNCES
                        TENTATIVE RESULTS FOR FISCAL YEAR

     Vancouver, Washington -- Western Power & Equipment Corp. (OTCBB: WPEC), a
dealer of construction and industrial equipment, today announced that it expects
to report substantially higher sales and income results for its fiscal year
ended July 31, 2004 compared to the prior fiscal year. The Company expects year
over year revenues to show an increase in the range of 12% to 13% and year over
year net income to show an increase of at least 80% over the prior year's net
income of $412,000. The Company's actual results for its fiscal year ended July
31, 2004 may differ from these estimates due to unforeseen costs, corrections,
and potential audit adjustments, as well as the factors noted below.

     Information contained herein relating to projected revenues, growth,
income, potential costs savings, and future results and events constitute
forward-looking statements. Actual results may differ materially from the
forward-looking statements because of a number of risks and uncertainties,
including but not limited to fluctuation in the construction and industrial
sectors and general economic cycles; the success of the Company's entry into new
markets; the success of the Company's expansion of its equipment rental
business; rental industry conditions and competitors; competitive pricing; the
Company's relationship with Case and other suppliers; relations with the
Company's employees; the Company's ability to manage its operating costs and to
integrate acquired businesses in an effective manner; the continued availability
of financing; governmental regulations and environmental matters; and risks
associated with regional, national, and world economies. Any forward-looking
statements should be considered in light of these factors.

     Western Power & Equipment Corp. sells, leases, rents, and services
construction and industrial equipment for Case Corporation and over 30 other
manufacturers. The company currently operates 15 facilities in Washington,
Oregon, Nevada, California, and Alaska.

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